Common use of Financial Statements; No Undisclosed Liabilities Clause in Contracts

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31January 3, 2001 1999 and the related audited statements of operations and cash flows for the fiscal year years ended March 31December 28, 2001 1997 and January 3, 1999 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31January 3, 2001 1999 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March 31January 3, 2001 1999 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1997 and 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March December 31, 2001 1998, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31September 30, 2001 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March 31September 30, 2001 1998, including the related notes and schedules thereto thereto, as well as the same unaudited financial statements as of and for the three and six month period periods ended September March 31, 2001 1999 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31September 30, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March 31September 30, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise described and reflected in the Financial Statements, or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete Schedule 3.10 of the Disclosure Schedule contains copies of its (a) the audited balance sheet of Seller as at March December 31, 2001 2020, 2021 and 2022, and the related audited statements of operations and cash flows of Seller for the fiscal year years then ended March and (b) the unaudited balance sheet of Seller as at July 31, 2001 2023 (the “Latest Balance Sheet”) and the related statements of operations and cash flows of Seller for the seven (7) month period then ended (such audited and unaudited statements, including the related notes and schedules thereto thereto, are referred to herein as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "“Financial Statements"”), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subjectGAAP consistently applied throughout the periods presented and presents fairly, in the case of the interim Financial Statementsall material respects, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company Seller as at of the dates and for the periods indicated. For purposes hereofindicated therein; provided, however, that such Financial Statements may not contain footnotes required by GAAP and, in the audited balance sheet case of the Company as at March 31Financial Statements delivered pursuant to clause (b), 2001 is hereinafter referred are subject to as normal recurring and year-end adjustments that will not, individually or in the "Balance Sheet" and March 31aggregate, 2001 is hereinafter referred be material to as the "Balance Sheet Date"Seller. The Company Seller has no indebtedness, obligations or liabilities Liabilities of any kind other than those (whether accrued, absolute, contingent or otherwise, and whether due or to become duex) that would have been required to be reflected in, reserved against or otherwise described in the Latest Balance Sheet or in the notes thereto in accordance with GAAPSheet, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not (y) incurred in the ordinary course of business consistent with the Company's past practices practice since the Latest Balance Sheet Date which individually or was in the aggregate do not previously disclosed exceed $10,000 or (z) expenses related to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing the transactions contemplated herein.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer Holder true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March August 31, 2001 2001, 2000, 1999, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the two fiscal year years ended March August 31, 2001 and 2000 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as at the end of and for its fiscal quarter ended November 30, 2001 including the related notes and schedules thereto as well as thereto, all certified by the same unaudited chief financial statements as officer of and for the six month period ended September 31, 2001 Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March August 31, 2001 is hereinafter referred to as the "Balance Sheet" and March August 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31September 30, 2001 1997, and the related audited statements of operations and cash flows for the fiscal year ended March 31September 30, 2001 1997, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31September __, 2001 1997, is hereinafter referred to as the "Balance Sheet" and March 31September 30, 2001 1997, is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The (a) Each of the consolidated financial statements contained or incorporated by reference in the Company has delivered SEC Filings (as amended, supplemented or made available to Buyer true and complete copies of its audited balance sheet as at March 31restated, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31if applicable), 2001 including the related notes and schedules schedules, complied with the rules and regulations of the SEC as of the date of filing of such Company SEC Filings, was prepared (except as indicated in the notes thereto as well as or, in the same case of unaudited financial statements statements, as permitted by Form 10-Q of the SEC) in accordance with GAAP applied on a consistent basis throughout the periods indicated, and each such consolidated financial statement presented fairly, in all material respects, the consolidated financial position, results of operations, shareholders' equity and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and respective periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") indicated therein (subject, in the case of the interim Financial Statementsunaudited quarterly financial statements, to normal year year-end adjustments and the absence omission of footnotes) and in conformity with notes to the practices consistently applied extent permitted by Regulation S-X promulgated by the Company without modification of the accounting principles used SEC). The consolidated balance sheet included in the preparation thereof, and fairly presents Company's most recent Annual Report on Form 10-K is referred to herein as the financial position, results of operations and cash flows "Company Balance Sheet." (b) None of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company or its consolidated Subsidiaries has no indebtedness, any liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent contingent, determined, determinable or otherwise), and whether due except for liabilities or to become dueobligations (i) that would have been required to be reflected in, or reserved against or otherwise described in the Company Balance Sheet or (including in the notes thereto in accordance with GAAPthereto), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not (ii) incurred in the ordinary course of business consistent with the Company's past practices practice since the date of the Company Balance Sheet Date or was (iii) that, individually or in the aggregate, have not previously disclosed had and would not reasonably be expected to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing have a Company Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1998 and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the The Financial Statements are complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". ." The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1999, 1998 and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1999, 1998 and 1997 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1999, 1998, and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1999, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period each fiscal quarter ended September since December 31, 2001 1999, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Seller has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1996 and the related audited statements of operations and cash flows for the fiscal year years ended March December 31, 2001 1996 and December 31, 1995 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1996 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1996 is hereinafter referred to as the "Balance Sheet Date". The Company has no does not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered or made available to Buyer true and complete Made Available copies of its audited (i) the unaudited balance sheet sheets of the Company as at March of December 31, 2001 2020 and 2021 and the related audited unaudited statements of operations income and cash flows of the Company for the twelve (12)-month fiscal year periods then ended, and (ii) the unaudited balance sheet of the Company as of February 28, 2022 and the related unaudited statements of income and cash flows of the Company for the two (2)-month period then ended March 31(such balance sheets and statements referred to in subsections (i) and (ii) immediately above, 2001 including the related notes and schedules thereto as well thereto, are referred to herein as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "“Financial Statements"”), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects and has been prepared in accordance with United States Generally Accepted the Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity consistent with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereofpast practice, and fairly presents the financial position, results of operations operations, and cash flows flows, as applicable, of the Company as at the dates and for the periods indicatedindicated therein. For purposes hereof, the audited The unaudited balance sheet and financial statements described in clause (ii) of the Company as at March 31, 2001 first sentence of this Section 3.06(a) is hereinafter referred to herein as the "Balance Sheet" “Interim Financial Statements” and March 31February 28, 2001 2022 is hereinafter referred to herein as the "“Balance Sheet Date". .” The Company has no indebtedness, obligations does not have any Indebtedness or liabilities of any kind Liabilities (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been not required under GAAP to be reflected in, reserved against or otherwise described in the Balance Sheet on a balance sheet or in the notes thereto in accordance with GAAP, which was not thereto) other than those (a) specifically reflected on and fully reflected in, reserved against or otherwise described in the Balance Sheet Interim Financial Statements; or the notes thereto or was not (b) incurred in the ordinary course Ordinary Course of business consistent with the Company's past practices Business since the Balance Sheet Date that are not material, individually or was not previously disclosed in the aggregate, to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing the Company.

Financial Statements; No Undisclosed Liabilities. The Company Tadeo has delivered or made available to Buyer the Xxxxxny true and complete copies of its audited balance sheet as at March 31June 30, 2001 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March 31June 30, 2001 1998, including the related notes and schedules thereto thereto, as well as the same unaudited financial statements as of and for the three, six and nine month period periods ended September March 31, 2001 1999 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company Tadeo without modification of the xx xxe accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company Tadeo as at the dates and for the fxx xxe periods indicated. For purposes hereof, the audited balance sheet of the Company Tadeo as at March 31June 30, 2001 is hereinafter 1998 ix xxxeinafter referred to as the "Balance Sheet" and March 31June 30, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company Tadeo has no indebtedness, obligations xxxxxations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise described and reflected in the Financial Statements, or was not incurred in the ordinary course of business consistent with the CompanyTadeo's past practices since the Balance sincx xxx Xalance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered or made available to Buyer true and complete copies of its audited unaudited compiled balance sheet (the "Company Balance Sheet") of the Company as at March 31of September 30, 2001 1999 (the "Balance Sheet Date") and the related audited statements of operations profit and cash flows loss statement for the fiscal year ended March 31September 30, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 1999 (collectively, the "Company Financial Statements"), ) are in accordance with the books and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each records of the Financial Statements has Company and are complete and correct in all material respects, have each been prepared in accordance with United States Generally Accepted Accounting Principles GAAP ("GAAP"with the exception that no statement of cash flows or footnotes have been included) (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification throughout the periods involved and, to the best of the accounting principles used in Company's and the preparation thereofSole Shareholder's knowledge, and present fairly presents the financial position, position and results of operations and cash flows of the Company as at of the dates and for the periods indicatedspecified. For purposes hereof, the audited balance sheet True and complete copies of the Company as at March 31, 2001 is hereinafter referred Financial Statements have previously been supplied to as Parent. (b) As of the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The , the Company has no did not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against due or otherwise described in the Balance Sheet asserted or in the notes thereto in accordance with GAAPunasserted), which was were not fully reflected in, reserved against or otherwise described in the Company Balance Sheet that would be required to be disclosed on a balance sheet prepared as of the Balance Sheet Date in conformity with GAAP applied on a basis consistent with the Company Financial Statements. Since the Balance Sheet Date, the Company has not incurred any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted) that would be required to be disclosed on a balance sheet prepared as of the notes thereto or was not date hereof in conformity with GAAP applied on a basis consistent with the Company Financial Statements, other than those incurred in the ordinary course of business consistent with past practice, none of which would have a Material Adverse Effect on the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Material Subsidiaries as at March December 31, 2001 1998, 1997 and 1996, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1998 including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Material Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period each fiscal quarter ended September since December 31, 2001 1998 including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March October 31, 2001 1998 and the related audited statements of operations and cash flows for the fiscal year ended March October 31, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six three month period ended September January 31, 2001 (1999 collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents presents, subject to the limitations set forth in the report of the Company's independent accountants, the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March October 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March October 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no does not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March May 31, 2001 1998, and the related audited statements of operations and cash flows for the fiscal year ended March May 31, 2001 1998, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31November 30, 2001 1998, as filed in connection with the Company's Quarterly Report on Form 10-Q on January 19, 1999, is hereinafter referred to as the "Balance Sheet" and March 31November 30, 2001 1998, is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March July 31, 2001 1997 and July 31, 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March July 31, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March July 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March July 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1998, and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1998, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and fairly stated in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31September 26, 2001 1999, as filed in connection with the Company's Quarterly Report on Form 10-Q on November 12, 1999, is hereinafter referred to as the "Balance Sheet" and March 31September 26, 2001 1999, is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1997 and the related audited statements of operations and cash flows for the fiscal year years ended March December 31, 2001 1997 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the three and six month period periods ended September March 31, 2001 1998 and June 30, 1998, respectively (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1997 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1997 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .Date. M.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true (a) True and complete copies of its audited the balance sheet of the Business as at December 31, 2009, December 31, 2010, December 31, 2011 and the related profit and loss statements of the Business (collectively referred to as the “Financial Statements”) and the balance sheet of the Business as at March 31, 2001 2012, and the related audited statements of operations profit and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well loss (collectively referred to as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "“Interim Financial Statements")”) are attached hereto as Section 3.5(a) of the Disclosure Schedules. Except as set forth in Section 3.5 of the Disclosure Schedules, and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each each of the Financial Statements has and the Interim Financial Statements (i) have been derived from, and prepared in accordance with, the books and records of the Seller pertaining to the Business in all material respects, (ii) have been prepared, in all material respects, in accordance with United States Generally Accepted Accounting Principles GAAP applied on a consistent basis throughout the periods indicated ("GAAP"except as may be indicated in the notes thereto) and (iii) fairly present, in all material respects, the financial position and results of operations of the Business as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the interim Interim Financial Statements, to normal year and recurring year-end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used that will not, individually or in the preparation thereofaggregate, be material. (b) Except as and fairly presents to the financial position, results of operations and cash flows of extent adequately accrued or reserved against in the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company Business as at March 31, 2001 is hereinafter referred to as 2012 (such balance sheet, the "“Balance Sheet" and March 31”), 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations Seller does not have any material liability or liabilities obligation of any kind (nature arising out of, relating to or affecting the Business, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether due or to become due) that would have been not required by GAAP to be reflected in, reserved against in a balance sheet of the Business or otherwise described in the Balance Sheet or disclosed in the notes thereto in accordance with GAAPthereto, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since the Company's past practices since date of the Balance Sheet Date and permitted under Section 5.1, (ii) were incurred under this Agreement or was not previously disclosed contemplated to Astor Capitalbe incurred under the Ancillary Agreements, Inc. as agent for Buyers or Buyer or disclosed and (iii) expressly set forth in an SEC Filing Section 3.5(b) of the Disclosure Schedules. (c) The books of account and financial records of the Seller pertaining to the Business are true and correct in all material respects and have been prepared and are maintained in accordance with sound accounting practice.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1999, 1998, and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1999 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as well as at the same unaudited financial statements as end of and for the six month period each fiscal quarter ended September since December 31, 2001 1999 including the related notes and schedules thereto, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999, is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accruedacquired, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 2003 and 2002, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 2003, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period ended September each fiscal quarter since December 31, 2001 2001, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 2003 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2003 is hereinafter referred to as the "Balance Sheet Date". The Except as set forth on Schedule III.M. hereto, the Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company ESI has delivered or made available to Buyer true and complete copies of its (i) audited consolidated balance sheet as at March December 31, 2001 2002 and the related audited consolidated statements of operations and cash flows for the fiscal year years ended March December 31, 2001 2002 and December 31, 2001, and (ii) an unaudited Pro Forma balance sheet of the Company as at December 31, 2002, including in all such cases the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year year-end adjustments and the absence of footnotes, and subject, in case of the Pro Forma balance sheet to the absence of footnotes) and in conformity with the practices consistently applied by the Company ESI without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company ESI and its consolidated subsidiaries as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company ESI and its subsidiaries as at March December 31, 2001 2002 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2002 is hereinafter referred to as the "Balance Sheet Date". The Company Neither ESI nor any of its subsidiaries has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the CompanyESI's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Xxxxx has delivered or made available to Buyer the Company true and complete copies of its audited balance sheet as at March 31June 30, 2001 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March 31June 30, 2001 1998, including the related notes and schedules thereto thereto, as well as the same unaudited financial statements as of and for the three, six and nine month period periods ended September March 31, 2001 1999 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company Xxxxx without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company Xxxxx as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company Xxxxx as at March 31June 30, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March 31June 30, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company Xxxxx has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise described and reflected in the Financial Statements, or was not incurred in the ordinary course of business consistent with the Company's Xxxxx'x past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 2000 and 1999, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 2000, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period ended September each fiscal quarter since December 31, 2001 1998, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 2000 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2000 is hereinafter referred to as the "Balance Sheet Date". The Except as set forth on Schedule III.M. hereto, the Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1999 and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1999 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six three month period ended September March 31, 2001 2000 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1998 and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the two fiscal year years ended March December 31, 2001 1998 and 1997 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as well as at the same unaudited financial statements as end of and for the six month period each fiscal quarter ended September since December 31, 2001 1998 including the related notes and schedules thereto, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies Section 4(b) of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 Seller Disclosure Schedules sets forth (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP"i) (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of Seller as of, and the Company related statements of operations and income / (loss) and stockholder’s equity for Seller for, the fiscal year ended June 30, 2010, and (ii) the unaudited balance sheet of Seller as at March 31of the five-month period ended November 30, 2001 is hereinafter referred to as 2010 (the "“Reference Date Balance Sheet" ”) and March 31the related statement of operations for such period ((i) and (ii) collectively, 2001 is hereinafter referred to as the "Balance Sheet Date"“Seller Financial Statements”). The Company unaudited Seller Financial Statements have been prepared on a basis consistent with the audited statements and presented without separate footnotes. Seller Financial Statements have been derived from Seller’s accounting books and records and present fairly in all material respects the results of operations for Seller for the respective periods covered thereby, in each case in accordance with GAAP, consistently applied, except as otherwise provided in Seller Financial Statements or on Section 4(b) of Seller Disclosure Schedules. Except as set forth in the Seller Financial Statements or in the Seller Disclosure Schedules, to its Knowledge, Seller has no indebtednessliabilities or obligations, obligations or liabilities of any kind (whether either accrued, absolute, contingent or otherwise, and whether due related to or to become duearising from the Business which are not reflected in (i) that would have been required to be reflected in, reserved against or otherwise described in the Reference Date Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet (ii) this Agreement or the notes thereto or was not Schedules hereto, except as have been incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Reference Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1999 and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1999 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31June 30, 2001 2000 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March July 31, 2001 1998 and July 31, 1999 and the related audited statements of operations and cash flows for the three fiscal year years ended March July 31, 2001 1999 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March July 31, 2001 1999 is hereinafter referred to as the "Balance Sheet" and March July 31, 2001 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred since the Balance Sheet Date in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing practices.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31September 30, 2001 1998 and the related audited statements of operations and cash flows for the fiscal year years ended March 31September 30, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31September 30, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March 31September 30, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Neither the Company nor any of its subsidiaries has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has and the Shareholders have delivered or made available to Buyer true and complete copies the Purchaser balance sheets of its audited balance sheet the Company as at March of December 31, 2001 1996, 1995 and 1994 and as of June 30, 1997 and the related audited statements of operations income, retained earnings and cash flows and the notes thereto for the fiscal year periods then ended March 31, 2001 including the related notes and schedules thereto (hereinafter referred to as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"). The Financial Statements with respect to the periods ended December 31, 1996, 1995 and all management letters1994 have been audited by Price Waterhouse L.L.P., if any, from the Company's independent auditors relating to the dates accountants, and periods covered by the Financial Statements. Each of the Financial Statements with respect to the period ended June 30, 1997 has been compiled by Simon, Tapper and Company, P.A., independent accountants. The Financial Statements are true and correct in all material respects and have been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the generally accepted accounting principles used in applied consistently throughout the preparation thereof, periods involved. The Financial Statements fully and fairly presents present the financial position, results of operations and cash flows condition of the Company as at the dates thereof and the results of the operations of the Company for the periods indicated. For purposes hereof, The balance sheets contained in the audited Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as at March of December 31, 2001 is hereinafter referred to as 1996 included in the Financial Statements (the "1996 Balance Sheet" ") or as identified in Exhibit B, and March 31except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, material liabilities or obligations or liabilities of any kind (nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be , whether properly reflected inunder generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, reserved against and whether the amount thereof is readily ascertainable or otherwise described in not. A true and correct copy of the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. Financial Statements is attached hereto as agent for Buyers or Buyer or disclosed in an SEC Filing .Exhibit C.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered or made available to Buyer true and complete copies of its audited unaudited balance sheet of the Company as at March of December 31, 2001 1998 and the related audited statements profit and loss statement of operations and cash flows the Company, for the fiscal year then ended March 31(the "1998 Financial Statements"), 2001 including and the unaudited balance sheet (the "Balance Sheet") of the Company as of September 30, 1999 (the "Balance Sheet Date") and the related notes profit and schedules thereto as well as the same unaudited financial statements as of and loss statement for the six month period periods then ended September 31, 2001 (collectively, with the 1998 Financial Statements, the "Financial Statements"), ) are in accordance with the books and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each records of the Financial Statements has Company and are complete and correct in all material respects, have each been prepared in good faith on a cash basis method of accounting in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and sound accounting principles in conformity with the practices consistently applied by the Company without modification of throughout the accounting principles used in the preparation thereof, periods involved and present fairly presents the financial position, results of operations and cash flows of the Company as at of the dates and for the periods indicatedspecified. For purposes hereof, the audited balance sheet True and complete copies of the Company as at March 31, 2001 is hereinafter referred Financial Statements have previously been supplied to as Parent. (b) As of the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The , the Company has no did not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against due or otherwise described in the Balance Sheet asserted or in the notes thereto in accordance with GAAPunasserted), which was were not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred that would be required to be disclosed on a balance sheet prepared in the ordinary course good faith as of business consistent with the Company's past practices since the Balance Sheet Date in conformity with practices consistently applied by the Company with the Financial Statements. Since the Balance Sheet Date, the Company has not incurred any indebtedness, obligations or was not previously disclosed liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to Astor Capital, Inc. as agent for Buyers become due or Buyer or disclosed in an SEC Filing .asserted or

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March December 31, 2001 1996, 1997 and 1998, including the related notes and schedules thereto thereto, as well as the same unaudited financial statements as of and for the six three and nine-month period periods ended September 3130, 2001 1999 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise described and reflected in the Financial Statements, or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true (a) True and complete copies of its audited the annual balance sheet as at March 31of the Company since its date of inception, 2001 and the related audited statements of operations income, stockholders’ equity and cash flows for flow of the fiscal year ended March 31Company, 2001 including the together with all related notes and schedules thereto as well (collectively referred to as the same “Financial Statements”) and the unaudited financial statements balance sheet of the Company as of and for November 30, 2016 (the six month period ended September 31, 2001 (collectively, the "Financial Statements"“Balance Sheet”), and all management lettersthe related statements of income, if any, from stockholders’ equity and cash flow of the Company's independent auditors relating Company (collectively referred to as the dates and periods covered by the “Interim Financial Statements”), are attached hereto in Section 4.6(a) of the Disclosure Schedules. Each of the Financial Statements has Statements, the Interim Financial Statements, and the Preliminary Closing Statement: (i) are correct and complete in all material respects and have been prepared in accordance with United States Generally Accepted Accounting Principles the books and records of the Company; ("GAAP"ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (subjectexcept as may be indicated in the notes thereto); and (iii) fairly present, in the case of the interim Financial Statementsall material respects, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at of the respective dates thereof and for the respective periods indicated. For purposes hereofindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring yearend adjustments that will not, individually or in the aggregate, be material. (b) Except as and to the extent adequately accrued or reserved against in the Balance Sheet, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations liability or liabilities obligation of any kind (nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been not required by GAAP to be reflected in, reserved against in a balance sheet of the Company or otherwise described in the Balance Sheet or disclosed in the notes thereto in accordance with GAAPthereto, which was not fully reflected inexcept for liabilities and obligations, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with past practice since December 31, 2015 (the “Balance Sheet Date”), that are not, individually or in the aggregate, material to the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1998, 1997 and 1996, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1998, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period each fiscal quarter ended September since December 31, 2001 1998, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true Schedule 4.19 contains true, correct and complete copies of its the consolidated, audited balance sheet as at March 31, 2001 and the related audited financial statements of operations Sellers as of and cash flows for the fiscal year ended March August 31, 2001 including 2016 (collectively, the related notes and schedules thereto “Audited Financial Statements”) as well as the same unaudited financial statements unaudited, consolidated balance sheets, statement of income, changes in stockholders’ equity and cash flows of Sellers as of and for the six month period months ended September 31February 28, 2001 2016 (collectivelythe “Interim Financial Statements”, and collectively with the Audited Financial Statements, the "“Historical Financial Statements"”), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the The Historical Financial Statements has been were prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subjectgenerally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, in the case of the interim Financial Statementsall material respects, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, condition and results of operations and cash flows of the Company Business as at of the dates and for thereof or the periods indicatedended, except in each case as expressly indicated on such Historical Financial Statement, and subject to the most recent Interim Financial Statements, to normal year-end adjustments that will not be material in amount or effect. For purposes hereofExcept as set forth in Schedule 4.19, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no Sellers do not have any material indebtedness, obligations or other liabilities of any kind a nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been be required by generally accepted accounting principles to be reflected in, reserved against or otherwise described in on a consolidated balance sheet of the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet Business (or the notes thereto thereto) that were not disclosed or was not reserved against in the Historical Financial Statements, except for Indebtedness, obligations or other liabilities that (i) were incurred on or after the date of the Interim Financial Statements in the ordinary course of business consistent with business, (ii) arise under this Agreement or the Company's past practices since Ancillary Documents, or (iii) will be or are liabilities of Sellers as debtors in the Balance Sheet Date or was Bankruptcy Cases and that will not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed result in an SEC Filing any Lien (other than Liens expressly contemplated in the Sale Order) on the Purchased Assets following the entry of the Sale Order.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its (i) audited balance sheet as at March December 31, 2001 1998, and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1998, (ii) its unaudited balance sheet and related statements of operations and cash flows for the thirteen (13) month period ending January 31, 2000, including in each case, the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and fairly stated in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998, is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1998, is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has and the Shareholder have delivered or made available to Buyer true and complete copies the Purchaser balance sheets of its audited balance sheet the Company as at March of July 31, 2001 1997, December 31, 1996, December 31, 1995 and December 31, 1994 and the related audited statements of operations income and cash flows for the fiscal year ended March 31periods then ended, 2001 including the related notes and schedules thereto as well as the same unaudited which financial statements (hereinafter referred to as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from ) have been internally prepared by the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the The Financial Statements has are true and correct in all material respects and have been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case cash basis of accounting consistently throughout the interim periods involved. The Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, Statements fully and fairly presents present on the cash basis of accounting the financial position, results of operations and cash flows condition of the Company as at the dates thereof and the results of the operations of the Company for the periods indicated. For purposes hereof, The balance sheets contained in the audited Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets prepared on the cash basis of accounting as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as at March of July 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as 1997 (the "Balance Sheet Date". The ) included in the Financial Statements (the "1997 Balance Sheet") or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), the Company has no indebtedness, material liabilities or obligations or liabilities of any kind (nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be , whether properly reflected inunder generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, reserved against and whether the amount thereof is readily ascertainable or otherwise described in not. A true and correct copy of the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. Financial Statements is attached hereto as agent for Buyers or Buyer or disclosed in an SEC Filing .Exhibit C.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer each Purchaser true and complete copies of its audited consolidated balance sheet as at March December 31, 2001 2003 and the related audited consolidated statements of operations and cash flows for the fiscal year years ended March December 31, 2001 2003 and December 31, 2002, including in all such cases the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company and its consolidated subsidiary as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company and its subsidiary as at March December 31, 2001 2003 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2003 is hereinafter referred to as the "Balance Sheet Date". The Neither the Company nor its subsidiary has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Seller has delivered or made available to Buyer true and complete copies of its (i) audited consolidated balance sheet as at March December 31, 2001 1995 and the related audited consolidated statements of operations and cash flows for the fiscal year years ended December 31, 1995 and December 31, 1994 and (ii) unaudited consolidated balance sheets as at March 31, 1996, June 30, 1996 and September 30, 1996, respectively, and the related unaudited consolidated statements of operations and cash flows for the three-month periods ended March 31, 2001 1996, June 30, 1996 and September 30, 1996, respectively, including in all such cases the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year year-end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company and its subsidiaries as at March December 31, 2001 1995 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1995 is hereinafter referred to as the "Balance Sheet Date". The Neither the Company nor any of its subsidiaries has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Seller has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1997 and the related audited statements of operations and cash flows for the fiscal year years ended March December 31, 2001 1997 and December 31, 1996 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each To the best of the Company's knowledge, each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1996 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1996 is hereinafter referred to as the "Balance Sheet Date". The Company has no does not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true (a) True and complete copies of its audited the unaudited balance sheet of the Company as at March December 31, 2001 2009 (reviewed by Read & Associates) and the related audited unaudited statements of operations income, retained earnings, stockholders’ equity and cash flows for changes in financial position of the fiscal year ended March 31Company, 2001 including together with all related notes thereto (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at April 30, 2010, and the related notes statements of income, retained earnings, stockholders’ equity and schedules thereto as well changes in financial position of the Company (collectively referred to as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "“Interim Financial Statements"”), and all management letters, if any, from are attached hereto as Section 3.6(a) of the Company's independent auditors relating to the dates and periods covered by the Financial StatementsDisclosure Letter. Each of the Financial Statements has and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with United States Generally Accepted Accounting Principles the books and records of the Company; ("GAAP"ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (subjectexcept as may be indicated in the notes thereto); and (iii) fairly present, in the case of the interim Financial Statementsall material respects, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. For purposes hereof, The books of account and financial records of the audited Company are true and correct and have been prepared and are maintained in accordance with sound accounting practice. The Company has maintained a system of internal control processes providing it reasonable assurance of the fair presentation of its financial statements and designed to detect fraud. (b) Except as and to the extent adequately accrued or reserved against in the balance sheet of the Company as at March 31April 30, 2001 is hereinafter referred to as 2010 (such balance sheet, together with all related notes thereto, the "“Balance Sheet" and March 31”), 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations liability or liabilities obligation of any kind (nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether due or to become due) that would have been not required by GAAP to be reflected in, reserved against in a balance sheet of the Company or otherwise described in the Balance Sheet or disclosed in the notes thereto in accordance with GAAPthereto, which was not fully reflected inexcept for liabilities and obligations, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet, that are not, individually or in the aggregate, material to the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true (a) True and complete copies of its the audited consolidated balance sheet of the Company as at March 31, 2001 2012, March 31, 2011 and March 31, 2010, and the related audited consolidated statements of operations income, retained earnings, stockholders’ equity and cash flows for changes in financial position of the fiscal year ended March 31Company, 2001 including the together with all related notes and schedules thereto as well thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the same “Financial Statements”) and the unaudited financial consolidated balance sheet of the Company as at February 28, 2013, and the related consolidated statements as of and income of the Company for the six eleven month period then ended September 31, 2001 (collectively, collectively referred to as the "“Interim Financial Statements"”), and all management letters, if any, from are attached hereto as Schedule 3.7(a) of the Company's independent auditors relating to the dates and periods covered by the Financial StatementsDisclosure Schedules. Each of the Financial Statements has and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with United States Generally Accepted Accounting Principles the books and records of the Company, ("GAAP"ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in any notes thereto) and applicable Law on good accounting practices, subject, in the case of the interim Interim Financial Statements, which shall not have any related notes and schedules thereto and to normal year end adjustments and the absence of footnotes) and exceptions contained in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereofSchedule 2.3(a), and (iii) fairly presents present in all material respects the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicatedindicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. For purposes hereofThe statements of income contained in the Financial Statements and the Interim Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business consistent with past practice, except as expressly specified therein. (b) Except as and to the audited extent adequately accrued or reserved against in the consolidated balance sheet of the Company as at March 31February 28, 2001 is hereinafter referred to as 2013 (such balance sheet, together with all related notes and schedules thereto, the "“Balance Sheet" and March 31”), 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations does not have (i) any liability or liabilities obligation of any kind (nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether due or to become due) that would have been not required by GAAP to be reflected in, reserved against in a consolidated balance sheet of the Seller and the Company or otherwise described in the Balance Sheet or disclosed in the notes thereto or (ii) obligations to pay money that have actually been incurred or other financial liabilities, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in accordance with GAAP, which was not fully reflected in, reserved against a consolidated balance sheet of the Seller and the Company or otherwise described disclosed in the Balance Sheet or the notes thereto or was not thereto, except in each case for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet, that are not, individually or in the aggregate, material to the Company's past practices since . (c) The Company maintains systems of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the Balance Sheet Date preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or was specific authorization; and (iv) the recorded accountability for assets is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. (d) In connection with the presentation of the Financial Statements, the outside legal advisors to the Company have not previously issued any legal letter concerning material information not disclosed in the Financial Statements. (e) The Intercompany Liabilities owing by the Company to Astor Capitalthe Seller or its Affiliates as of the date hereof are set forth on Schedule 3.7(e). Except as set forth on Schedule 3.7(e), Inc. as agent for Buyers the Company does not have (i) any liability or Buyer obligation to Seller or any of its Affiliates of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Seller and the Company or disclosed in an SEC Filing the notes thereto or (ii) obligations to pay money to Seller or any of its Affiliates that have actually been incurred or other financial liabilities, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Seller and the Company or disclosed in the notes thereto. (f) The Company’s books and records: (i) have been properly and carefully kept in conformity with applicable Law in force from time to time; (ii) are complete, correct and properly arranged; (iii) contain all material documents which must be or are usually kept by enterprises of the same nature as the Company; and (iv) accurately and fairly reflect the activities and assets of the Company.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March July 31, 2001 1997 and July 31, 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March July 31, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March July 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March July 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred since the Balance Sheet Date in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing practices.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1998, and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1998, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and fairly stated in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 3128, 2001 1999, as filed in connection with the Company's Quarterly Report on Form 10-Q on May 12, 1999, is hereinafter referred to as the "Balance Sheet" and March 3128, 2001 1999, is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 2004 and 2003, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the two fiscal year years ended March December 31, 2001 2004, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period ended September each fiscal quarter since December 31, 2001 2001, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 2004 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2004 is hereinafter referred to as the "Balance Sheet Date". The Except as set forth on Schedule III.M. hereto, the Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Seller has delivered or made available to Buyer true and complete copies of its (i) audited consolidated balance sheet as at March December 31, 2001 1997 and the related audited consolidated statements of operations and cash flows for the fiscal year years ended December 31, 1997 and December 31, 1996 and (ii) unaudited consolidated balance sheets as at March 31, 1998, June 30, 1998 and September 30, 1998, respectively, and the related unaudited consolidated statements of operations and cash flows for the periods ended March 31, 2001 1998, June 30, 1998 and September 30, 1998, respectively, including in all such cases the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year year-end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company and its subsidiaries as at March December 31, 2001 1997 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1997 is hereinafter referred to as the "Balance Sheet Date". The Neither the Company nor any of its subsidiaries has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies (a) Copies of its the audited special purpose consolidated balance sheet of the Company as at March of December 31, 2001 2014 and December 31, 2013 and the related audited statements special purpose consolidated statement of operations and special purpose consolidated statement of cash flows for the fiscal year ended March 31flows, 2001 including the together with all related notes and schedules thereto as well (collectively referred to as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "“Financial Statements"”), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statementsare attached hereto as Schedule 3.7(a). Each of the Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with United States Generally Accepted Accounting Principles GAAP applied on a consistent basis throughout the periods indicated ("GAAP"except as may be indicated in the notes thereto) and (subjectiii) fairly presents, in all material respects, the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated. For purposes hereofindicated therein, except as otherwise noted therein and subject. (b) To the audited Knowledge of the Seller, there are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of business of the Company, (iii) relating to any future performance under any agreement, contract or similar obligation of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, (other than liabilities or obligations arising from any violation or liabilities breach of any kind such agreement, contract or similar obligation occurring prior to Closing), or (whether accrued, absolute, contingent or otherwise, and whether due or to become dueiv) that would have been required to be reflected in, reserved against not result in a liability in excess of $150,000. (c) The accounts receivable of the Company (the “Accounts Receivable”) represent valid obligations arising from sales actually made or otherwise described in services actually performed by the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred Company in the ordinary course of business consistent with past practice. The Accounts Receivable, including all reserves shown on the Company's Financial Statements, have been calculated in accordance with GAAP and consistent with past practices since practices. There is no contest, claim or right to set-off, other than in the Balance Sheet Date ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing validity of such Account Receivable.